Edgar Filing: SUNCOM WIRELESS HOLDINGS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DESAI CAPITAL MANAGEMENT INC

2. Issuer Name and Ticker or Trading Symbol
SUNCOM WIRELESS HOLDINGS, INC. [TPC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

540 MADISON AVE

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2006

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/23/2006		J⁽¹⁾		9,177,409 ⁽²⁾ ⁽³⁾	D	$ 0	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DESAI CAPITAL MANAGEMENT INC 540 MADISON AVE NEW YORK, NY 10022		X

Signatures

/s/ Rohit M. Desai		10/23/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On October 23, 2006, Private Equity Investors III, L.P. ("PEI III"), and Equity-Linked Investors-II ("ELI II") made pro rata distributions to their respective limited partners (the "Distribution").
(2)	This form is being filed by Desai Capital Management Incorporated ("DCMI"). Prior to the Distribution, DCMI may have been deemed to indirectly own 9,177,409 shares of Class A common stock (the "Common Stock") of the Issuer, through its affiliates PEI III and ELI II, which directly owned 4,936,832 and 4,240,577 shares of Common Stock, respectively. Rohit M. Desai Associates III, LLC ("RMDA III") is the general partner of PEI III and Rohit M. Desai Associates-II ("RMDA II") is the general partner of ELI II. RMDA III and RMDA II may have been deemed indirect beneficial owners in the Common Stock arising from their relationship as the general partner of PEI III and ELI II, respectively. DCMI may have been deemed an indirect beneficial owner in the Common Stock arising from its relationship as the investment advisor to each of PEI III and ELI II. (continued in Footnote 3)
(3)	Because of the foregoing relationships, the Reporting Persons are filing as if they constitute a group solely for information purposes. The filing of this report is not an admission by any Reporting Person that such Reporting Person and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of, or has a pecuniary interest in, any securities owned by any other person.

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